Bunker Hill Announces Filing of Amended Pre-Effective U.S. Registration Statement and Updates on Equity Financing
TORONTO, Feb. 14, 2023 - Bunker Hill Mining Corp. (the "Company") (CSE: BNKR; OTCQB: BHLL) announces that it has filed an amended pre-effective registration statement on Form S-1 (the "Amended Registration Statement") with the United States Securities and Exchange Commission (the "SEC"), in connection with a previously announced proposed commercially reasonable "best efforts" marketed public offering (the "Offering") of common stock in the capital of the Company (the "Offered Shares").
As previously announced, the proposed Offering is envisaged to be conducted in the United States solely by means of a prospectus (the "US Prospectus") to be filed following the effectiveness of a final registration statement on Form S-1 (the "Final Registration Statement"), if such effectiveness occurs. The Offering is also envisaged to be conducted in Canada by means of a short form prospectus (the "Canadian Prospectus") to be filed concurrent with the effectiveness of the Final Registration Statement. Consequentially, the Offered Shares may not be sold in the United States or any of the provinces or territories of Canada (collectively, the "Qualifying Jurisdictions"), nor may offers to buy be accepted in the Qualifying Jurisdictions, prior to the time the Final Registration Statement and the Canadian Prospectus are effective and receipted, respectively, if such effectiveness or receipt occurs.
The Amended Registration Statement includes an assumed offering price of US$0.09 per Offered Share (the "Offering Price"). The actual Offering Price will be determined between the Company and the placement agents and will be included in the US Prospectus in the event that effectiveness of a Final Registration Statement is achieved and the Offering is completed.
The proposed Offering envisages a minimum Offering size of US$6.5 million and a maximum Offering size of US$11.0 million. The Company intends to use the net proceeds of the proposed Offering, if any, for the completion of a number of key milestones for the restart and development of the Bunker Hill Mine, as well as for working capital and general corporate purposes.
The Offering is being conducted by Echelon Capital Markets and Roth Capital Partners, LLC, as co-lead agents and co-bookrunners, along with Laurentian Bank Securities Inc. (collectively, the "Agents") on a commercially reasonable "best efforts" basis. Roth is acting as exclusive placement for the Offering in the U.S., while Echelon and Laurentian are acting as Agents in Canada.
Before investing, readers should review the US Prospectus which will be filed following effectiveness of the Final Registration Statement, if such effectiveness occurs, and other documents the Company has filed with the SEC, for more complete information regarding the Company and the Offering referenced herein. Readers may obtain these documents for free by visiting EDGAR on the SEC website at www.sec.gov.
A copy of the Company's preliminary short form prospectus dated November 21, 2022 is available to view on the Company's SEDAR profile at www.SEDAR.com. The Company has not yet filed the Canadian Prospectus nor received a receipt for the Canadian Prospectus from the applicable securities regulatory authorities in Canada (the "Securities Commissions"), and the Canadian Prospectus remains subject to regulatory approval. There is no guarantee the Company will receive regulatory approval to file the Canadian Prospectus. The Canadian Prospectus will be available to view on the Company's SEDAR profile at www.SEDAR.com if and when the Company receives a receipt for the Canadian Prospectus from the Securities Commissions.
The Registration Statement relating to the proposed offering has been filed with the SEC but has not yet become effective. These securities may not be sold, nor may offers to buy be accepted, prior to the time the Registration Statement becomes effective.
This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act of 1933, as amended. The offering is subject to market conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.
The Offering and listing of the Offered Shares is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and stock exchange approvals, including the approval of the Securities Commissions and the Canadian Stock Exchange (the "CSE").
No stock exchange, securities commission or other regulatory authority has approved or disapproved of the contents of this press release. This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
ABOUT BUNKER HILL MINING CORP.
Under new Idaho-based leadership the Bunker Hill Mining Corp., intends to sustainably restart and develop the Bunker Hill Mine as the first step in consolidating a portfolio of North American mining assets with a focus on silver. Information about the Company is available on its website, www.bunkerhillmining.com, or within the SEDAR and EDGAR databases.
Cautionary Statements
Certain statements in this press release are forward-looking and involve a number of risks and uncertainties. Such forward-looking statements are within the meaning of that term in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, as well as within the meaning of the phrase 'forward-looking information' in the Canadian Securities Administrators' National Instrument 51-102 - Continuous Disclosure Obligations (collectively, "Forward-Looking Statements"). Forward-Looking Statements are not comprised of historical facts. Forward-Looking Statements include estimates and statements that describe the Company's future plans, objectives or goals, including words to the effect that the Company or management expects a stated condition or result to occur. Forward-Looking Statements may be identified by such terms as "believes", "anticipates", "expects", "estimates", "may", "could", "would", "will", "plans" or variations of such words and phrases.
Forward-Looking Statements in this press release include, but are not limited to: the Company's intentions regarding its objectives, goals or future plans; the Canadian Prospectus and the Final Registration Statement being cleared and declared effective, respectively, by the applicable securities regulatory authorities; the assumed Offering Price; the Company's ability to complete the Offering; the filing of the US Prospectus following the effectiveness of the Final Registration Statement, if such effectiveness occurs; the size of the minimum Offering and the maximum Offering; the use of the net proceeds of the Offering; the Company receiving the approval of the Securities Commissions to file the Canadian Prospectus; and the Company receiving the approval of the CSE to list the Offered Shares. Although the Company's management believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect. The Forward-Looking Statements discussed in this press release may not occur by certain dates or at all and could differ materially as a result of known and unknown risk factors and uncertainties affecting the Company, including the risk factors set forth in the Canadian Prospectus and the Final Registration Statement, if filed, under the heading "Risk Factors". Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in Forward-Looking Statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. No Forward-Looking Statements can be guaranteed. Except as required by applicable securities laws, Forward-Looking Statements speak only as of the date on which they are made and the Company undertakes no obligation to publicly update or revise any Forward-Looking Statement, whether as a result of new information, future events or otherwise.
Readers are cautioned that the foregoing risk and uncertainty is not exhaustive. Additional information on this and other risk factors that could affect the Company's operations or financial results are included in the Company's annual information form or annual report and may be accessed through the SEDAR website (www.sedar.com) or through EDGAR on the SEC website (www.sec.gov), respectively.
For additional information contact:
David Wiens, CFA
CFO & Corporate Secretary
+1 208 370 3665
ir@bunkerhillmining.com